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CMB’s New Era: Initial Public Offerings Out, Venture Capital Market In!

Berk Cin

Cenk Civan

The financial criteria of registered capital system (kayıtlı sermaye sistemi) and public offering were amended with the Capital Markets Board Bulletin dated December 29, 2023 and numbered 2023/82 (“Bulletin”) published by the Capital Markets Board of Türkiye (“CMB”).


New financial criteria:


  • Companies will be required to have a minimum paid-in capital of TRY 100 million to adopt the registered capital system.

  • Companies must meet the following thresholds for the last two financials years which are prepared and audited in accordance with CMB’s regulations:

Period of financial statements

Total Assets (TRY)

Net Sales Revenue (TRY)

2022

450 million

270 million

2023

1,5 billion

750 million

  • The intermediary institutions which are mandated for initial public offerings will be required to fully underwrite the following shares:

Market Value of Offered Shares (Excluding Over-Allotment) (TRY)

Underwriting Amount

<400 million

100%

400 million between 800 million

-100% for TRY 400 million -50% for TRY 400 million between TRY 800 million

>800 million

0%

  • In the initial public offering of companies, if the total market value of offered shares, based on the offering price, is below TRY 500 million (excluding over-allotment), (“Initial Public Offering with Over-Allotment”), a portion equivalent to 25% of the nominal value of the shares to be offered in the Initial Public Offering with Over-Allotment must be kept ready for sale and the pre-emption rights of company’s existing shareholders must be restricted.


Conclusion

CMB has tightened the conditions for initial public offerings by setting a threshold higher than the revaluation rate (58,46% for 2024). That said, we believe that CMB aims not to hinder the financing of companies below a certain size in the capital markets, and instead, to support transactions in the Venture Capital Market, which was introduced in the last quarter of 2023 on Borsa Istanbul A.Ş. With CMB’s new approach, we expect that it will make it easier for both companies below a certain size to secure proper financing from the capital markets and for the protection of small-sized investors.

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